UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2004
                                                 -------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ____________  to_____________

                        Commission file number 0 - 24012


                           ISLAND CRITICAL CARE CORP.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                      65-0967706
  ---------------------------------                     ------------------
  (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                     Identification No.)


            31 Walmer Rd., Unit 6, Toronto, Ontario, M5R 2W7, Canada
            --------------------------------------------------------
               (Address of principal executive offices - Zip code)

                                (416) 928 - 3095
                                ----------------
              (Registrant's telephone number, including area code)



<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

     Yes        No   X
         -----     -----

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

     Yes   X    No
         -----     -----

     As of June 30, 2004, the Registrant had approximately 47,900,812
shares of Common Stock, $.001 par value per share outstanding.


                                       -2-
<PAGE>


                           ISLAND CRITICAL CARE CORP.
                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION ............................................... 4

ITEM 1.  FINANCIAL STATEMENTS

   Condensed Consolidated Balance Sheets as of June 30, 2004
   (unaudited) and March 31, 2004 ............................................ 5

   Condensed Consolidated Statements of Operations (unaudited) for the
   three months ended June 30, 2004 and 2003 ................................. 6

   Condensed Consolidated Statements of Cash Flows (unaudited) for the
   nine months ended June 30, 2004 and 2003 .................................. 7

   Notes to Condensed Consolidated Financial Statements ...................... 7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
          PLAN OF OPERATION ................................................. 10

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISKS ................................................ 11

ITEM 4.  CONTROLS AND PROCEDURES ............................................ 11

PART II. OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS .................................................. 12

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS .......................... 12

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES .................................... 12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ................................... 12


                                      -3-


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

On February 5, 2003, Island Critical Care Corp. (the "Company" or the
"Registrant") filed a Petition for Relief under CCAA of the Canadian. Bankruptcy
Code in the Canadian Bankruptcy Court in and for the District of Prince Edward
Island, Division No. 01-Prince Edward Island Court No. 1713, Estate No.
51-104460, titled "Island Critical Care Corp." ("the Bankruptcy Action"). See
Form 8-K filed by the Company on February 7, 2003 for additional information.

The Company's  fiscal year-end is March 31 and the Company filed a Form 10-K for
the fiscal year-end September 30, 2001.

As a result of the Bankruptcy Action, the Registrant was unable to file
quarterly reports for the year end March 31, 2002 and for the year end including
the quarters March 31, 2003 and March 31, 2004 with the Securities and Exchange
Commission on a timely basis as required under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

On April 7, 2004, after notice to all creditors and a formal hearing, Canadian
Bankruptcy Judge Charles P. Thomson issued an "Order Approving Proposal" in the
Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that
Bankruptcy Order, the Company's liabilities, among other things, were paid off
and extinguished.

The Company emerged from CCAA on April 7, 2004. The Bankruptcy Order,
among other things,  implements a change of control whereby a new investor, took
control of the Company.


                                      -4-
<PAGE>


ISLAND CRITICAL CARE, CORP.
(Development Stage Company)
BALANCE SHEETS

                                                          Jun-30        Mar-31
                                                            2004          2004
                                                     -----------    -----------
ASSETS

CURRENT ASSETS
   Cash                                              $      --      $      --

                                                     -----------    -----------
      Total Assets                                                  $      --
                                                     ===========    ===========

LIABILTIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                        8,548           --

                                                     -----------    -----------
      Total Current Liabilities                            8,548           --
                                                     -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock
      50,000,000 shares authorized, at $0.001
      par value; June 30, 2004 - 47,900,812,
      March 31, 2004 - 32,900,812 shares issued
      and outstanding                                     32,356         32,356
   Capital in excess of par value                      1,807,120      1,781,820
   Deficit accumulated during the development stage   (1,848,024)    (1,814,176)

                                                     -----------    -----------
      Total Stockholders' Equity (Deficit)                (8,548)          --
                                                     -----------    -----------

                                                     -----------    -----------
                                                     $      --      $      --
                                                     ===========    ===========

   The accompanying notes are an integral part of these financial statements.


                                      -5-
<PAGE>


ISLAND CRITICAL CARE, CORP.
(Development Stage Company)
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               Three Months   Three Months  April 1, 2003 to
                                              June 30, 2004  June 30, 2003   June 30, 2004
<S>                                          <C>             <C>             <C>
REVENUES                                      $       --      $     14,676    $     24,708
  Cost of Sales                               $       --      $     12,049    $     20,346
Gross Profit                                          --             2,627           4,362

EXPENSES
   Administrative                                    8,848           6,875          20,605
   Depreciation                                       --            10,112          16,967
                                              --------------------------------------------
                                                     8,848          16,987          37,572
                                              --------------------------------------------

NET LOSS - before other income and expenses         (8,848)        (14,360)        (33,210)

   Other Income (Expenses)                                                            --
      Interest Expense                                --               (99)            (99)
    Write off of Goodwill - See note 2             (25,000)           --           (25,000)
    Gain on disposal of assets                        --              --           230,490
NET LOSS                                           (33,848)        (14,459)        172,181

Other Comprehensive Income

Foreign currency translation adjustment               --           (19,631)           --

                                              --------------------------------------------
NET LOSS                                      $    (33,848)   $    (34,090)   $    172,181
                                              ============================================

NET LOSS PER COMMON SHARE
   Basic                                      $      (0.00)   $      (0.00)

AVERAGE OUTSTANDING SHARES
   Basic                                        47,900,812      32,900,812

         The accompanying notes are an integral part of these financial statements.


                                             -6-
</TABLE>
<PAGE>


ISLAND CRITICAL CARE, CORP.
(Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                  Three Months   Three Months  April 1, 2004 to
                                                 June 30, 2004   June 30, 2003  June 30, 2004
<S>                                              <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                        $ (33,848)     $ (34,090)     $ 172,181
   Adjustments to reconcile net loss to net cash
      provided by operating activities
        Contributions to capital - expenses           25,300            300         25,300
        Gain on sale of assets                           --              --       (230,490)
        Depreciation and amortizaion                                 10,112         16,967
        Issuance of common stock for services                            --             --
   Changes in assets and liabilities
       Changes in accounts recievable                                 3,143         10,290
       Inventory                                                        --          17,893
      Prepaid expenses                                                  --           4,157
       Changes in accounts payable                     8,548            552        (29,725)
                                                   ----------------------------------------
   Net Decrease in Cash from Operations                  --         (19,983)       (13,427)

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of assets                         --             --         302,997

CASH FLOWS FROM FINANCING ACTIVITIES
    Payment on debt                                      --             --        (264,842)

Exchange Rate Adjustment                                             19,631        (29,420)

   Net Increase (Decrease) in Cash                       --            (352)        (4,692)
   Cash at Beginning of Period                           --           6,952          4,692
                                                   ---------------------------------------
   Cash at End of Period                           $     --       $   6,600      $     --
                                                   =======================================


           The accompanying notes are an integral part of these financial statements.
</TABLE>

ISLAND CRITICAL CARE CORP.
NOTES TO  FINANCIAL STATEMENTS

1.   BUSINESS

Island Critical Care Corp. (the "Company") is a company that intends to look for
projects in the oil and gas business.

Prior to April 7, 2004, the Predecessor Company, known as Island Critical Care
Corp, was engaged primarily in the manufacture and distribution of a medical
device called a VitalSat Pulse Oximeter.


                                      -7-
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the report.

Goodwill
--------

The Company has adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets". On April 7, 2004, the Company assigned
the $25,000 purchase price for 15,000,000 common shares as goodwill to its sole
reporting unit. At the same time, the Company conducted an impairment test and
determined that the goodwill balance was fully impaired due to uncertainty with
regard to future cash flows, a general lack of financial resources, and items
described in note 5 below. In accordance with this impairment, the Company wrote
off the entire goodwill balance against earnings.


                                      -8-
<PAGE>


Financial Instruments
---------------------

The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

Comprehensive Income
--------------------

The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.



3.   REORGANIZATION

On February 5, 2003, Island Critical Care Corp. (the "Company" or the
"Registrant") filed a Petition for Relief under CCAA of the Canadian. Bankruptcy
Code in the Canadian Bankruptcy Court in and for the District of Prince Edward
Island, Division No. 01-Prince Edward Island Court No. 1713, Estate No.
51-104460, titled "Island Critical Care Corp." ("the Bankruptcy Action"). See
Form 8-K filed by the Company on February 7, 2003 for additional information.

On April 7, 2004, after notice to all creditors and a formal hearing, Canadian
Bankruptcy Judge Charles P. Thomson issued an "Order Approving Proposal" in the
Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that
Bankruptcy Order, the Company's liabilities, among other things, were paid off
and extinguished.

The Company emerged from CCAA on April 7, 2004. The Bankruptcy Order, among
other things, implements a change of control whereby a group of new investor,
took control of the Company.

The Bankruptcy Order, among other things, implements a change of control whereby


                                      -9-
<PAGE>


Marc Juliar ("Juliar"), took control of the Company. The principal provisions of
the Plan, which are authorized and implemented by the Bankruptcy Order, are the
following, which is not an exhaustive list thereof:

a)   the termination of present management and the present Board of Directors
     and appointment of Mr. Marc Juliar in their place and stead;

b)   issuing 15,000,000 shares of the companies common stock to Mr. Juliar for
     $25,000.

4.   GOING CONCERN

The Company intends to seek a business opportunity that may provide a profit,
however, the Company does not have the working capital necessary to be
successful in this effort and to service its debt.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through short term
related party loans and long term financing which will enable the Company to
operate for the coming year.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

All statements contained herein that are not historical facts, including, but
not limited to, statements regarding the Company's current business strategy,
the Company's projected sources and uses of cash, and the Company's plans for
future development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance the Company's business plans on
terms satisfactory to the Company; competitive factors; changes in labor,
equipment and capital costs; changes in regulations affecting the Company's
business; future acquisitions or strategic partnerships; general business and
economic conditions; and factors described from time to time in the reports
filed by the Company with the Securities and Exchange Commission. The Company
cautions readers not to place undue reliance on any such forward-looking
statements, which statements are made pursuant to the Private Litigation Reform
Act of 1995 and, as a result, are pertinent only as of the date made.

PLAN OF OPERATION

The Company is no longer operating as Island Critical Care Corp., the
Predecessor Company, and has emerged from CCAA protection as a development stage
company with no assets and liabilities.


                                      -10-
<PAGE>


As a result of the Bankruptcy Order and the implementation of the Order
Approving the Proposal, we are currently headquartered in Toronto, Canada at the
address set forth above. We intend to look for opportunities in the oil and gas
business.

OFFICES

Administrative operations are conducted from the offices used by Mr. Juliar in
Toronto, Canada. We expect to operate for as long as possible from these offices
to minimize operating expenses. We do not currently pay rent for these offices
and do not anticipate paying rent any such offices in the near future. Our
operations do not currently require office or laboratory space to meet our
objectives, and therefore administration from these offices is sufficient. At
some point in the future, as may be necessary to implement and carry our plans
to engage in the oil and gas business, we may require additional office space
requiring rental expense, but we do not anticipate any such need during the next
six to nine months. We will however, incur common office operating expenses such
as telephone, office supplies, postage, etc.

RAISING CAPITAL

The Company currently lacks the capital resources to implement and carry out its
business plan as described herein. Operations to date have involved
identification of properties and leases we wish to investigate for oil and gas
potential. We believe we have sufficient capital resources funded through
current shareholders to perform initial investigations in this regard. At some
point in the future we expect to raise additional capital, either through debt,
equity or any combination thereof. In the event that additional capital is
raised at some time in the future, existing shareholders will experience
dilution of their interest in the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

None.

ITEM 4. CONTROLS AND PROCEDURES:

Mr. Marc Juliar, the Company's current President, CEO and CFO has concluded,
based on his evaluation as of a date within 90 days prior to the filing of this
report, that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
filed or submitted by it under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported as specified in the Securities
and Exchange Commission's rules and forms, and include controls and procedures
designed to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company's management, as
appropriate, to allow timely decisions regarding required disclosure.


                                      -11-
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Item 1 of Part I hereof titled "Financial Information" and Item 2 of Part 1
hereof titled "Management's Discussion and Analysis or Plan of Operation" for a
detailed discussion of the Company's Bankruptcy Action.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Pursuant to the Bankruptcy Order, the Company completed issued 15,000,000 shares
to March Juliar on April 7, 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

See Item 1 of Part I hereof titled "Financial Information" and Item 2 of Part 1
hereof titled "Management's Discussion and Analysis or Plan of Operation" for a
detailed discussion of the Company's Bankruptcy Action.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

     31.1 - Certification of President Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

     31.2 - Certification of Chief Financial Officer to Section 302 of the
            Sarbanes-Oxley Act of 2002

     32.1 - Certification of President and Chief Financial Officer Pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

REPORTS ON FORM 8-K

On April 26, 2004 we filed a current report under section 1,2,3,4,5,6 7,8, and 9
regarding the emergence from bankruptcy, change of control, change of directors
and change of auditors.


                                      -12-
<PAGE>


                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              ISLAND CRITICAL CARE CORP.
                              (Registrant)


Dated: August 27, 2004    By: /s/  Marc Juliar
                             -------------------
                              Marc Juliar
                              President, CFO and Sole Director







                                      -13-